| Mon 21 Jul 2008, 17:42 | | SBK/LBH/LGL - Standard Bank/Liberty Holdings/Liberty Group - Closing and results |
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LGL LBH SBK
LIBU LBH SBK
SBK/LBH/LGL - Standard Bank/Liberty Holdings/Liberty Group - Closing and results
of the unconditional offer by Standard Bank to ordinary shareholders of Liberty
Holdings and a Liberty Holdings Cautionary Announcement
Standard Bank Group Limited
Registration No. 1969/017128/06
Incorporated in the Republic of South Africa
JSE share code: SBK
NSX share code: SNB
ISIN: ZAE000109815
("Standard Bank")
Liberty Holdings Limited
Registration No. 1968/002095/06
Incorporated in the Republic of South Africa
JSE share code: LBH
ISIN: ZAE000004032
("Liberty Holdings")
Liberty Group Limited
Registration No. 1957/002788/06
Incorporated in the Republic of South Africa
JSE share code: LGL
ISIN: ZAE000057360
("Liberty")
CLOSING AND RESULTS OF THE UNCONDITIONAL OFFER BY STANDARD BANK TO ORDINARY
SHAREHOLDERS OF LIBERTY HOLDINGS AND A LIBERTY HOLDINGS CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the announcements dated 26 June 2008, 7 July 2008 and 14 July
2008 regarding Standard Bank`s unconditional offer to acquire the remaining
ordinary shares in the issued ordinary share capital of Liberty Holdings
which it did not own (the "offer shares") by means of an offer in terms of
Chapter XVA of the Companies Act (Act 61 of 1973), as amended ("the Act")
("the offer"), Standard Bank hereby announces the final interim acceptances
received in respect of the offer prior to 12:00 on Friday, 18 July 2008,
and the final results of the offer.
2. ACCEPTANCES OF THE OFFER
Acceptances were received after 12:00 on Friday, 11 July 2008 but prior to
12:00 on Friday, 18 July 2008 in respect of 2 782 385 offer shares,
representing 15.51% of the total offer shares and 5.67% of the aggregate
number of Liberty Holdings ordinary shares in issue. Settlement of the
aggregate consideration of R610 037 911 in respect of these offer shares
will be effected today, Monday, 21 July 2008.
Acceptances of the offer after its opening at 09:00 on Thursday, 26 June
2008 and prior to its closing at 12:00 on Friday, 18 July 2008 were
received in respect of 17 418 124 Liberty Holdings ordinary shares,
representing 97.08% of the total offer shares and 35.48% of the aggregate
number of Liberty Holdings ordinary shares in issue. Of these total
acceptances, 3 945 327 offer shares were tendered by subsidiaries of
Standard Bank. Accordingly, acceptances were received in respect of 96.25%
of the total offer shares excluding those held by subsidiaries of Standard
Bank on the date of the offer`s opening.
Standard Bank`s aggregate direct shareholding in Liberty Holdings after the
closing of the offer is 48 566 335 Liberty Holdings ordinary shares,
representing 98.93% of the total issued ordinary share capital of Liberty
Holdings.
Accordingly, Standard Bank has substantially achieved its objectives of
increasing its effective economic interest in Liberty and aligning its
economic exposure with its strategic and commercial contribution to
Liberty.
3. NEXT STEPS
The acceptances of the offer exceeded nine tenths of the offer shares
(other than those held by subsidiaries of Standard Bank). Accordingly,
Standard Bank has the right to invoke the provisions of Section 440K(1) of
the Act to compulsorily acquire the Liberty Holdings ordinary shares of the
holders of such shares who did not accept the offer ("the remaining
ordinary shares"). Standard Bank is currently considering whether to
exercise this right.
Liberty is considering the merits of implementing a holding company
structure which would facilitate its strategic intent to achieve a position
where the immediate listed holding company of Liberty and its significant
operating companies wholly owns these operations, and is not a registered
long-term insurer.
Standard Bank has been approached by Liberty to consider facilitating this
structure by allowing Liberty Holdings to become such a listed holding
company. If such a holding company structure were implemented, this would
entail existing Liberty shareholders, other than Liberty Holdings,
exchanging their Liberty shares for an economically equivalent shareholding
in Liberty Holdings via a scheme of arrangement. Standard Bank, Liberty
Holdings, Liberty and their advisers are considering this proposal as well
as other alternatives in relation to Liberty Holdings and a further
announcement will be made in due course.
Standard Bank will advise the holders of the remaining ordinary shares of
its decision in relation to Section 440K(1) of the Act in due course, but
not later than 18 September 2008.
The holders of the remaining ordinary shares registered as such on 18 July
2008 will also shortly be given the required notice of their rights in
terms of Section 440K(3) of the Act, which gives them the right to require
Standard Bank to acquire their remaining ordinary shares on the same terms
as the offer.
4. LIBERTY HOLDINGS CAUTIONARY ANNOUNCEMENT
In the light of Liberty`s deliberations referred to above and the potential
effect on Liberty Holdings, holders of Liberty Holdings ordinary shares are
advised to exercise caution when dealing in their Liberty Holdings ordinary
shares until a further announcement is made.
Johannesburg
21 July 2008
Investment bank and sponsor to Standard Bank
Standard Bank
Joint financial adviser to Standard Bank
Goldman Sachs International
Independent sponsor to Standard Bank
Deutsche Securities (SA) (Proprietary) Limited
Legal advisers to Standard Bank
Bowman Gilfillan
Sponsor to Standard Bank in Namibia
Simonis Storm
Independent sponsor to Liberty Holdings and Liberty
Merrill Lynch South Africa (Proprietary) Limited
Legal adviser to Liberty Holdings and Liberty
Werksmans
Date: 21/07/2008 17:33:03 Produced by the JSE SENS Department.
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